CRYOLIFE INC
10-Q, 2000-05-12
MISC HEALTH & ALLIED SERVICES, NEC
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                                   FORM 10-Q
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               (x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

    For Quarterly Period Ended March 31, 2000 Commission File Number 0-21104

                                 CRYOLIFE, INC.
             (Exact name of Registrant as specified in its charter)

                                   ---------

          Florida                                              59-2417093
(State or Other Jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                           1655 Roberts Boulevard, NW
                            Kennesaw, Georgia 31144
                    (Address of principal executive offices)
                                   (zip code)

                                 (770) 419-3355
              (Registrant's telephone number, including area code)

                                 Not Applicable
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

YES   X    NO ____

The number of shares of common stock, par value $0.01 per share,  outstanding at
May 9, 2000 was 12,341,696.


1234602v1
<PAGE>
<TABLE>
<CAPTION>

Part I - FINANCIAL INFORMATION
Item 1. Financial statements


                                 CRYOLIFE, INC.
                    SUMMARY CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                          Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                        2000            1999
                                                       -------------------------
                                                             (Unaudited)
<S>                                                    <C>            <C>
Revenues:
        Preservation services and products             $  19,481      $   16,059
        Research grants and licenses                         142             266
                                                       -------------------------
                                                          19,623          16,325
Costs and expenses:
        Preservation services and products                 9,149           7,371
        General, administrative and marketing              7,043           6,170
        Research and development                           1,329           1,074
        Interest expense                                     100             119
        Interest income                                    (377)           (425)
        Other income, net                                   (15)            (44)
                                                       -------------------------
                                                          17,229          14,265
                                                       -------------------------
Income before income taxes                                 2,394           2,060
Income tax expense                                           790             680
                                                       -------------------------
Net income                                             $   1,604     $     1,380
                                                       =========================


Earnings per share:
        Basic                                          $    0.13     $      0.11
                                                       =========================
        Diluted                                        $    0.13     $      0.11
                                                       =========================
Weighted average shares outstanding:
        Basic                                             12,238          12,497
        Diluted                                           12,525          12,680


See accompanying notes to summary consolidated financial statements.
</TABLE>

                                       2
<PAGE>
Item 1. Financial Statements
<TABLE>
<CAPTION>

                                 CRYOLIFE, INC.
                       SUMMARY CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                                  March 31,       December 31,
                                                    2000             1999
                                                  ------------------------------
                                                          (Unaudited)
<S>                                               <C>              <C>

ASSETS
Current Assets:
        Cash and cash equivalents                 $   5,915        $       6,128
        Marketable securities, at market             24,345               24,403
        Receivables (net)                            13,123               12,333
        Deferred preservation costs (net)            18,188               17,652
        Inventories                                   4,636                4,597
        Prepaid expenses                              1,751                1,454
        Deferred income taxes                         1,435                  983
                                                  ------------------------------
          Total current assets                       69,393               67,550
                                                  ------------------------------
Property and equipment (net)                         19,226               18,674
Goodwill (net)                                        1,566                1,590
Patents (net)                                         2,399                2,363
Other (net)                                           2,401                2,449
Deferred income taxes                                 1,012                1,399
                                                  ------------------------------
        TOTAL ASSETS                              $  95,997        $      94,025
                                                  ==============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
        Accounts payable                          $   1,381        $         975
        Accrued expenses                                936                2,145
        Accrued procurement fees                      3,557                2,874
        Accrued compensation                          1,243                1,161
        Income taxes payable                            773                  ---
        Current maturities of capital lease
          obligations                                   163                  180
        Current maturities of long-term debt            287                  287
                                                  ------------------------------
          Total current liabilities                   8,340                7,622
                                                  ------------------------------
Capital lease obligations, less
  current maturities                                  1,455                1,534
Convertible debenture                                 4,393                4,393
Other long-term debt                                    250                  250
                                                  ------------------------------
        Total liabilities                            14,438               13,799
                                                  ------------------------------
Shareholders' equity:
        Preferred stock                                 ---                  ---
        Common stock (issued 13,426 shares in
          2000 and 13,361 shares in 1999)               133                  134
        Additional paid-in capital                   64,092               64,425
        Retained earnings                            25,168               23,564
        Deferred compensation                          (54)                 (57)
        Unrealized gain on marketable securities      (871)                (783)
        Translation adjustment                          (3)                  (2)
        Less:  Treasury stock (1,134 shares in
          2000 and in 1999)                         (6,906)              (7,055)
                                                  ------------------------------
          Total shareholders' equity                 81,559               80,226
                                                  ------------------------------
        TOTAL LIABILITIES AND
           SHAREHOLDERS' EQUITY                   $  95,997        $      94,025
                                                  ==============================

See accompanying notes to summary consolidated financial statements.
</TABLE>

                                       3
<PAGE>
Item 1. Financial Statements
<TABLE>
<CAPTION>

                                 CRYOLIFE, INC.
                 SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                ------------------------------
                                                                                      2000        1999
                                                                                ------------------------------
                                                                                        (Unaudited)
<S>                                                                                <C>         <C>
Net cash from operating activities:
        Net income .............................................................   $  1,604    $  1,380
Adjustments to reconcile  net income to net cash provided by (used in) operating
        activities:
                Deferred income recognized .....................................       --          (193)
                Gain on sale of marketable securities ..........................       (132)       --
                Depreciation and amortization ..................................        782         686
                Provision for doubtful accounts ................................         24          24
                Deferred income taxes ..........................................        (19)         25
                Changes in operating assets and liabilities:
                        Receivables ............................................       (814)     (2,046)
                        Deferred preservation costs and inventories ............       (575)       (777)
                        Prepaid expenses and other assets ......................       (297)       (556)
                        Accounts payable and accrued expenses ..................        735        (780)
                Net cash provided by (used in) operating activities ............      1,308      (2,237)

Net cash flows from investing activities:
        Capital expenditures ...................................................     (1,287)       (963)
        Other assets ...........................................................        (11)       (200)
        Purchases of marketable securities .....................................     (2,714)     (6,863)
        Sales of marketable securities .........................................      2,770       6,932
        Net cash used in investing activities ..................................     (1,242)     (1,094)

Net cash flows from financing activities:
        Principal payments of debt .............................................       --          (263)
        Payment of obligations under capital leases ............................        (96)        (54)
        Purchase of treasury stock .............................................       (612)     (1,259)
        Proceeds from exercise of stock options and
         issuance of common stock ..............................................        430         129
        Net cash used in financing activities ..................................       (278)     (1,447)
 Decrease in cash ..............................................................       (212)     (4,778)
Effect of exchange rate changes on cash ........................................         (1)       --
Cash and cash equivalents, beginning of period .................................      6,128      12,885
Cash and cash equivalents, end of period .......................................   $  5,915    $  8,107


See accompanying notes to summary consolidated financial statements.
</TABLE>

                                       4
<PAGE>
                                 CRYOLIFE, INC.
               NOTES TO SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

The accompanying  unaudited,  condensed,  consolidated financial statements have
been prepared in accordance with (i) generally  accepted  accounting  principles
for interim  financial  information,  and (ii) the instructions to Form 10-Q and
Rule  10-01 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating  results for the three months ended
March  31,  2000  are not  necessarily  indicative  of the  results  that may be
expected for the year ending December 31, 2000. For further  information,  refer
to the consolidated  financial  statements and footnotes thereto included in the
Company's Form 10-K for the year ended December 31, 1999.


Note 2 - Investments

The  Company  maintains  cash  equivalents  and  investments  in  several  large
well-capitalized  financial  institutions,  and the Company's  policy  disallows
investment in any  securities  rated less than  "investments-grade"  by national
rating services.

Management  determines the appropriate  classification of debt securities at the
time of purchase and  reevaluates  such  designations  as of each balance  sheet
date.  Debt securities are classified as  held-to-maturity  when the Company has
the  positive   intent  and  ability  to  hold  the   securities   to  maturity.
Held-to-maturity  securities are stated at amortized  cost.  Debt securities not
classified as held-to-maturity or trading,  and marketable equity securities not
classified as trading, are classified as available-for-sale.  Available-for-sale
securities  are  stated at their  fair  values,  with the  unrealized  gains and
losses,  net of tax, reported in a separate  component of shareholders'  equity.
The  amortized  cost of debt  securities  classified  as  available-for-sale  is
adjusted for  amortization  of premiums and  accretion of discounts to maturity.
Such  amortization is included in investment  income.  Realized gains and losses
and  declines in value judged to be other than  temporary on  available-for-sale
securities  are included in investment  income.  The cost of securities  sold is
based  on  the  specific   identification  method.  Interest  and  dividends  on
securities classified as available-for-sale  are included in interest income. At
March 31, 2000 all marketable  equity securities and debt securities held by the
Company were designated as available-for-sale.

The gross realized gains on sales of  available-for-sale  securities  totaled $0
and $77,000 in the first  quarters of 2000 and 1999,  respectively.  As of March
31, 2000 differences  between cost and market of $1,320,000 (less deferred taxes
of $449,000) are included as a separate component of shareholders' equity.


At March 31, 2000 and  December  31, 1999  approximately  $3.7  million and $4.1
million, respectively, of debt securities with original maturities of 90 days or
less at their acquisition  dates were included in cash and cash equivalents.  At
March 31, 2000 and December 31, 1999 no investments  had a maturity date between
90 days  and 1 year and  approximately  $15.9  million  of  investments  matured
between one and five years.

                                       5
<PAGE>
Note 3 - Inventory
<TABLE>
<CAPTION>

Inventories are comprised of the following:

                                                    (Unaudited)
                                           March 31,               December 31,
                                             2000                      1999
                                       -----------------------------------------
<S>                                    <C>                      <C>

Raw materials                          $    1,617,000           $     1,555 ,000
Work-in-process                               838,000                    578,000
Finished goods                              2,180,000                  2,464,000
                                       -----------------------------------------
                                       $    4,636,000           $      4,597,000
                                       =========================================
</TABLE>


Note 4 - Earnings per Share
<TABLE>
<CAPTION>

The following table sets forth the computation of basic and diluted earnings per
share:

                                                     Three Months Ended
                                                         March 31,
                                             -----------------------------------
                                                2000                      1999
                                             -----------------------------------
                                                        (Unaudited)
<S>                                          <C>                   <C>
Numerator for basic and diluted
 earnings per share - net income             $   1,604,000         $   1,380,000
                                            ===================================

Denominator for basic earnings per share
  - weighted-average basis                      12,238,000            12,497,000
Effect of dilutive stock options                   287,000               183,000
                                            ------------------------------------
Denominator for diluted earnings per share
  - adjusted weighted-average shares            12,525,000            12,680,000
                                            ====================================

Earnings per share:
  Basic                                     $          .13         $         .11
                                            ====================================
  Diluted                                   $          .13         $         .11
                                            ====================================
</TABLE>


Note 5 - Comprehensive Income

During the periods ended March 31, 2000 and 1999, net  comprehensive  income was
less than net income by approximately $88,000 and $102,000, respectively, due to
unrealized losses on marketable equity securities.


                                       6
<PAGE>
PART I - FINANCIAL INFORMATION

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Results of Operations

Preservation and product  revenues  increased 20% to $19.5 million for the three
months ended March 31, 2000 from $16.1 million for the same period in 1999.  The
increase in revenues was primarily due to the growing  acceptance in the medical
community of  cryopreserved  tissues which has resulted in increased  demand for
the  Company's  cryopreservation  services,  the  Company's  ability  to procure
greater amounts of tissue,  revenues attributable to the Company's  introduction
of BioGlue Surgical  Adhesive in domestic markets in January of 2000,  increased
product awareness since the introduction of BioGlue in international  markets in
April 1998 and other reasons discussed below.

Revenues from human heart valve and conduit cryopreservation  services increased
11% to $7.6  million for the three months ended March 31, 2000 from $6.8 million
for  the  three  months  ended  March  31,  1999,   representing  39%  and  42%,
respectively, of total revenues during such periods. This increase was primarily
due to a 15% increase in the number of heart  allograft  shipments for the three
months  ended March 31,  2000.  The  increase  in the number of heart  allograft
shipments  primarily  results  from the  Company's  ability to  procure  greater
amounts of tissue and an increase in shipments  of pulmonary  heart valves which
results from an increase in the number of Ross procedures being performed.  In a
Ross procedure,  the patient's  pulmonary valve is transplanted  into the aortic
position and a human  pulmonary  allograft is  transplanted  into the  patient's
pulmonary position.

Revenues from human vascular tissue  cryopreservation  services increased 14% to
$5.6 million for the three months ended March 31, 2000 from $4.9 million for the
three months ended March 31, 1999,  representing 28% and 30%,  respectively,  of
total revenues during such periods.  This increase in revenues was primarily due
to a 20% increase in the number of vascular  allograft  shipments  for the three
months ended March 31, 2000 due to an increased  demand for saphenous  vein, the
Company's  ability to procure greater amounts of tissue and the growth in demand
for the Company's cryopreserved femoral vein for dialysis access.

Revenues from human connective tissue cryopreservation services increased 64% to
$3.9 million for the three months ended March 31, 2000 from $2.4 million for the
three months ended March 31, 1999,  representing 20% and 15%,  respectively,  of
total revenues during such periods.  This increase in revenues was primarily due
to a 56%  increase in the number of  allograft  shipments  for the three  months
ended  March 31,  2000 due to  increased  demand  and the  Company's  ability to
procure greater amounts of tissue.  Additional  revenue  increases have resulted
from a  greater  proportion  of  the  2000  shipments  consisting  of  preserved
osteoarticular  grafts,  which have a significantly higher per unit revenue than
the Company's cryopreserved menisci and tendons.

Revenues from Ideas for Medicine, Inc. ("IFM") decreased 31% to $1.1 million for
the three  months  ended March 31, 2000 from $1.6  million for the three  months
ended March 31, 1999,  representing 6% and 10%, respectively,  of total revenues
during such periods.  The IFM product line was sold to Horizon Medical Products,
Inc.  ("HMP")  on  September  30,  1998.  In  October  1998  IFM  began  an  OEM
manufacturing  agreement with HMP which  provides for the  manufacture by IFM of
specified minimum dollar amounts of IFM products to be purchased  exclusively by
the purchaser of the IFM product line over each of the four years  following the
sale.

The Company recorded a nonrecurring  charge of $2.4 million in 1999 primarily as
a result of HMP's  default on its  manufacturing  contract with IFM. On June 22,
1999 IFM  notified  HMP that it was in  default  of  certain  provisions  of the
Agreement.  After notification of the default, HMP indicated to the Company that
it would not be able to meet and has not met the minimum  purchase  requirements
outlined in the Agreement.  The Company has been and continues to negotiate with
HMP in order to reach a mutually agreeable solution to the default.

                                       7
<PAGE>
Revenues from BioGlue (R) surgical  adhesive  increased 345% to $1.1 million for
the three months  ended March 31, 2000 from  $254,000 for the three months ended
March  31,  1999,  respectively.  This  increase  in  revenues  is due to a 235%
increase in the number  BioGlue  milliliter  shipments due to increased  product
awareness since the introduction of BioGlue in international markets in April of
1998,  increased surgeon training,  the receipt of the CE approval for pulmonary
indications in Europe in March 1999, and the introduction of BioGlue in domestic
markets in January of 2000 pursuant to a Humanitarian  Use Device  Exemption for
the use of  BioGlue  as an  adjunct  in the  repair  of  acute  thoracic  aortic
dissections.

Revenues from  bioprosthetic  cardiovascular  devices were $226,000 and $200,000
for the three  months  ended March 31, 2000 and 1999,  representing  1% of total
revenues during each such periods.

Grant  revenues  decreased to $142,000 for the three months ended March 31, 2000
from  $266,000 for the three months  ended March 31,  1999.  Grant  revenues are
primarily attributable to the SynerGraft (R) research and development programs.

Cost of  cryopreservation  services and products aggregated $9.1 million for the
three  months   ended  March  31,  2000,   compared  to  $7.4  million  for  the
corresponding period in 1999, representing 47% and 46% of total cryopreservation
and  product  revenues  in  each  period.  The  increase  in the  2000  cost  of
cryopreservation  services and products as a percentage of revenues results from
a lesser  portion of 2000  revenues  being  derived  from human  heart valve and
conduit  cryopreservation  services,  which  carry  significantly  higher  gross
margins than other cryopreservation  services, and from the switch in October of
1998 to OEM manufacturing of single-use  medical devices,  which generates lower
gross  margins than  cryopreservation  services and lower gross margins than the
IFM products generated prior to the sale of the IFM product line.

General,  administrative  and marketing expenses increased 14% to $7 million for
the three  months  ended  March  31,  2000,  compared  to $6.2  million  for the
corresponding period in 1999, representing 36% and 38% of total preservation and
product  revenues in each period.  The increase in expenditures in 2000 resulted
from  expenses  incurred  to support  the  increase  in  revenues  and  expenses
associated with the establishment of the Company's European headquarters.

Research and  development  expenses were $1.3 million for the three months ended
March 31,  2000,  compared to $1.1  million for the three months ended March 31,
1999,  representing 7% of total  cryopreservation  and product revenues for each
period.  Research and development  spending relates principally to the Company's
ongoing human clinical trials for its BioGlue surgical adhesive and to its focus
on its SynerGraft technologies.

Net  interest  income was $377,000 and $425,000 for the three months ended March
31, 2000 and 1999, respectively.


                                       8
<PAGE>
Seasonality

The demand for the  Company's  human heart  valve and  conduit  cryopreservation
services is  seasonal,  with peak demand  generally  occurring in the second and
third quarters.  Management believes this demand trend for human heart valve and
conduit  cryopreservation  services  is  primarily  due to the  high  number  of
surgeries  scheduled  during the summer months.  Management  believes the trends
experienced by the Company to date for its human connective  tissue for the knee
cryopreservation services indicate this business may also be seasonal because it
is an elective  procedure  which may be  performed  less  frequently  during the
fourth quarter holiday months.  However,  the demand for the Company's  vascular
tissue  cryopreservation  services,  bioprosthetic  cardiovascular  devices, and
BioGlue surgical adhesive does not appear to experience this seasonal trend.


Liquidity and Capital Resources

At March 31,  2000,  net working  capital was $61.1  million,  compared to $59.9
million at December 31, 1999,  with a current ratio of 8-to-1 at March 31, 2000.
The Company's primary capital  requirements arise out of general working capital
needs, capital expenditures for facilities and equipment and funding of research
and  development  projects and a common stock  repurchase  plan  approved by the
Board of Directors in October of 1998. The Company historically has funded these
requirements  through bank credit  facilities,  cash generated by operations and
equity offerings.

Net cash provided by operating  activities was $1.3 million for the three months
ended March 31, 2000,  as compared to net cash used in operating  activities  of
$2.2 million for the three months ended March 31, 1999. This increase  primarily
resulted  from a  reduction  in the  increase in  accounts  receivables  despite
increased  revenues and a decrease in the amount of accounts payable  liquidated
in the first  quarter of 2000 as  compared  to the first  quarter of 1999 due to
expenses associated with the BioGlue manufacturing laboratory.

Net cash used in  investing  activities  was $1.2  million for the three  months
ended March 31,  2000,  as compared to $1.1  million for the three  months ended
March 31, 1999. Investing activities primarily consist of property and equipment
additions.

Net cash used in  financing  activities  was $278,000 for the three months ended
March 31,  2000,  as compared to net cash used in financing  activities  of $1.4
million for the three months ended March 31, 1999.  This  decrease was primarily
attributable to a reduction in the Company's repurchase of treasury stock during
the first quarter of 2000 coupled with an increase in proceeds from stock option
exercises.

Management  is currently  seeking to complete a potential  private  placement of
equity  or  equity-oriented  securities  to form a  subsidiary  company  for the
commercial  development of its serine proteinase light activation  technologies.
This strategy, if successful,  will allow an affiliated entity to fund the light
activation  technology  and should  expedite the  commercial  development of its
blood  clot  dissolving  and  surgical  sealant  product   applications  without
additional  research and  development  expenditures  by the Company  (other than
through the affiliated company).  This strategy,  if successful,  will favorably
impact the Company's  liquidity  going  forward.  The Company has ceased further
development  of light  activation  technology  pending the  identification  of a
corporate partner to fund future development. The Company began its search for a
corporate partner in October 1998.

                                       9
<PAGE>
The Company  anticipates that the remaining net proceeds from its 1998 follow-on
equity  offering  (the  "Offering")  of 2,975,500 new shares of its common stock
resulting in net  proceeds of  approximately  $45  million,  $11 million of bank
credit  facilities and cash generated from operations will be sufficient to meet
its  operating  and  development  needs  for the next 12  months.  However,  the
Company's  future  liquidity  and capital  requirements  beyond that period will
depend upon numerous  factors,  including the timing of the Company's receipt of
FDA  approvals  to  begin  clinical   trials  for  its  products   currently  in
development,  the resources  required to further develop its marketing and sales
capabilities if, and when, those products gain approval,  the resources required
to expand manufacturing  capacity and the extent to which the Company's products
generate  market  acceptance  and  demand.  There can be no  assurance  that the
Company  will  not  require  additional  financing  or will  not  seek to  raise
additional  funds  through bank  facilities,  debt or equity  offerings or other
sources of capital to meet future  requirements.  These additional funds may not
be  available  when  needed  or  on  terms  acceptable  to  the  Company,  which
unavailability  could have a material adverse effect on the Company's  business,
financial condition and results of operations.


Forward-Looking Statements

Statements  made in this Form 10-Q for the  quarter  ended  March 31,  2000 that
state the Company's or management's intentions,  hopes, beliefs, expectations or
predictions of the future are  forward-looking  statements within the meaning of
the Private  Securities  Litigation  Reform Act of 1995. It is important to note
that the Company's  actual results could differ  materially from those contained
in such  forward-looking  statements as a result of adverse  changes in any of a
number  of  factors  that  affect  the  Company's  business,  including  without
limitation,  changes in (1) the Company's  ability to find an equity investor in
the FibRx  technology  and the  impact of such an  investment  on the  Company's
liquidity,  (2) the adequacy of the Company's  financing  arrangements  over the
next twelve months, (3) the outcome of the ongoing discussions with HMP and, (4)
governmental  or  third-party  reimbursement  policies.  See the  "Business-Risk
Factors"  section of the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 for a more  detailed  discussion of factors which might affect
the Company's future performance.


Item 3.  Qualitative and Quantitative Discussion About Market Risk.

The Company's  interest  income and expense are most sensitive to changes in the
general level of U.S.  interest rates. In this regard,  changes in U.S. interest
rates affect the  interest  earned on the  Company's  cash  equivalents  of $4.1
million and short-term  investments of $15.9 million in municipal obligations as
of March 31, 2000 as well as interest  paid on its debt.  To mitigate the impact
of  fluctuations  in  U.S.  interest  rates,  the  Company  generally  maintains
approximately 50% of its debt as fixed rate in nature. As a result,  the Company
is subject to a risk that  interest  rates will  decrease and the Company may be
unable to refinance its debt.


                                       10
<PAGE>
Part II - OTHER INFORMATION

Item 1.  Legal Proceedings.
                None

Item 2.  Changes in Securities.
                None

Item 3.  Defaults Upon Senior Securities.
                Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders.
                None

Item 5.  Other information.
                None

Item 6.  Exhibits and Reports on Form 8-K

(a)     The exhibit index can be found below.

Exhibit
Number                          Description

3.1       Restated Certificate of Incorporation of the Company. (Incorporated by
          reference  to Exhibit 3.1 to the  Registrant's  Annual  Report on Form
          10-K for the fiscal year ended December 31, 1999.)

3.2       ByLaws of the  Company,  as amended.  (Incorporated  by  reference  to
          Exhibit  3.2 to the  Registrant's  Annual  Report on Form 10-K for the
          fiscal year ended December 31, 1995.)

4.1       Form of Certificate for the Company's  Common Stock.  (Incorporated by
          reference to Exhibit 4.1 to the Registrant's Registration Statement on
          Form S-1 (No. 33-56388).)

4.2       Form of Certificate for the Company's  Common Stock.  (Incorporated by
          reference  to Exhibit 4.2 to the  Registrant's  Annual  Report on Form
          10-K for the fiscal year ended December 31, 1997).

27.1*     Financial Data Schedule

- --------------
*  Filed herewith.


(b)  Current Reports on Form 8-K.
                None


                                       11
<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                         CRYOLIFE, INC.
                                         (Registrant)

May 12, 2000                             /s/ DAVID ASHLEY LEE
- ------------------                           ----------------------------------
DATE                                         DAVID ASHLEY LEE
                                             Vice President and Chief Financial
                                             Officer
                                             (Principal Financial and
                                             Accounting Officer)

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET OF CRYOLIFE,  INC. AS OF MARCH 31, 2000 AND
THE RELATED  UNAUDITED  CONSOLIDATED  STATEMENT  OF INCOME FOR THE THREE  MONTHS
ENDED MARCH 31,  2000,  AND IS  QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000784199
<NAME>                        CRYOLIFE, INC.

<S>                                                   <C>
<PERIOD-TYPE>                                       3-MOS
<FISCAL-YEAR-END>                             DEC-31-2000
<PERIOD-END>                                  MAR-31-2000
<CASH>                                          5,915,000
<SECURITIES>                                   24,345,000
<RECEIVABLES>                                  13,123,000
<ALLOWANCES>                                      552,000
<INVENTORY>                                     4,636,000
<CURRENT-ASSETS>                               69,393,000
<PP&E>                                         31,802,000
<DEPRECIATION>                                 12,576,000
<TOTAL-ASSETS>                                 95,997,000
<CURRENT-LIABILITIES>                           8,340,000
<BONDS>                                         6,548,000
                                   0
                                             0
<COMMON>                                          133,000
<OTHER-SE>                                     81,426,000
<TOTAL-LIABILITY-AND-EQUITY>                   95,997,000
<SALES>                                         2,578,000
<TOTAL-REVENUES>                               19,623,000
<CGS>                                           1,987,000
<TOTAL-COSTS>                                   9,149,000
<OTHER-EXPENSES>                                7,980,000
<LOSS-PROVISION>                                   24,000
<INTEREST-EXPENSE>                                100,000
<INCOME-PRETAX>                                 2,394,000
<INCOME-TAX>                                      790,000
<INCOME-CONTINUING>                             1,604,000
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                    1,604,000
<EPS-BASIC>                                         .13
<EPS-DILUTED>                                         .13


</TABLE>


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